Fresenius successfully placed €500 million of senior unsecured notes. Proceeds are intended to be used for acquisitions, including the acquisition of the Damp Group, refinancing of short-term debt, and general corporate purposes.
The senior notes have a coupon of 4.250%, a maturity of seven years and were issued at par.
The transaction was well received by investors and substantially oversubscribed.
The senior notes were issued by Fresenius Finance B.V., a wholly owned subsidiary of Fresenius SE & Co. KGaA, and offered through a private placement to institutional investors.
Fresenius has applied to the Luxembourg Stock Exchange to admit the senior notes to trading on its regulated market.
Fresenius is a health care group with international operations, providing products and services for dialysis, hospital and outpatient medical care. In 2011, Group sales were €16.5 billion. On December 31, 2011, the Fresenius Group had 149,351 employees worldwide.
For more information visit the company's website at www.fresenius.com.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan, or the United States of America (the "United States") or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities in the United States.
This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information in the prospectus to be issued by the company in connection with the offering of such securities. Copies of the prospectus will, following publication, be available free of charge from Fresenius SE & Co. KGaA at Else-Kröner Strasse 1, 61352 Bad Homburg, Germany.
This announcement is directed at and/or for distribution in the United Kingdom only to (i) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities falling within article 49(2)(a) to (d) of the Order (all such persons are referred to herein as "relevant persons"). This announcement is directed only at relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
This release contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Fresenius does not undertake any responsibility to update the forward-looking statements in this release.
Fresenius SE & Co. KGaA
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11852
Chairman of the Supervisory Board: Dr. Gerd Krick
General Partner: Fresenius Management SE
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11673
Management Board: Dr. Ulf M. Schneider (Chairman), Rainer Baule, Dr. Francesco De Meo, Dr. Jürgen Götz, Dr. Ben Lipps, Stephan Sturm, Dr. Ernst Wastler
Chairman of the Supervisory Board: Dr. Gerd Krick
Fresenius Medical Care AG & Co. KGaA ("the company" or "Fresenius Medical Care"), the world's largest provider of dialysis products and services, announced today that Fresenius Medical Care North America (FMCNA) completed the sale of 45 dialysis clinics to Dialysis Newco, Inc. ("DSI Renal"). An additional ten clinics are expected to be sold to DSI Renal following receipt of state regulatory approvals.
The divestiture was required in connection with the Federal Trade Commission's clearance of FMCNA's acquisition of Liberty Dialysis Holdings Inc., the holding company of Liberty Dialysis and Renal Advantage, which closed on February 28, 2012.
Fresenius Medical Care is the world's largest integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure, a condition that affects more than 2.1 million individuals worldwide. Through its network of 2,898 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care provides dialysis treatment to 233,156 patients around the globe. Fresenius Medical Care is also the world's leading provider of dialysis products such as hemodialysis machines, dialyzers and related disposable products.
For more information about Fresenius Medical Care, visit the Company's website at www.fmc-ag.com.
Disclaimer
This release contains forward-looking statements that are subject to various risks and uncertainties. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including changes in business, economic and competitive conditions, regulatory reforms, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Fresenius Medical Care AG & Co. KGaA's reports filed with the U.S. Securities and Exchange Commission. Fresenius Medical Care AG & Co. KGaA does not undertake any responsibility to update the forward-looking statements in this release.
1st Quarter 2012 Summary:
Reported Figures:
|
Net revenue |
$3,249 million |
+9% |
|
Operating income (EBIT) |
$503 million |
+ 13% |
|
Net income * |
$370 million |
+ 68% |
|
Earnings per share |
$1.22 |
+ 67% |
|
Earnings excluding investment gain: Net income * |
$244 million |
+10% |
|
Earnings per share |
$0.80 |
+10% |
*) Attributable to shareholders of Fresenius Medical Care AG & Co. KGaA
Based on preliminary data, the total revenue for the first quarter 2012 increased by 9% (10% at constant currency) to $3,249 million. Operating income rose by 13% to $503 million. This resulted in an operating margin of 15.5% for the first quarter of 2012 compared to 14.9% for the corresponding quarter in 2011.
Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA for the first quarter of 2012 was $370 million, an increase of 68%, compared to the corresponding quarter of 2011. This includes a non-taxable investment gain of $127 million related to the acquisition of Liberty Dialysis Holdings, Inc., including its 51% stake in Renal Advantage Partners, LLC (RAI). The gain is a result of measuring the 49% equity interest in RAI held by the company at its fair value at the time of the Liberty acquisition and is subject to the finalization of the Liberty purchase accounting.
Excluding this investment gain, net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA increased by 10% to $244 million.
For the full year 2012, the company confirms its sales and earnings outlook. The company expects revenue to grow to around $14 billion in 2012. Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA is expected to grow to around $1.14 billion. This does not include the investment gain in the amount of approximately $127 million in the first quarter of 2012.
The final figures for the first quarter of 2012 will be provided on May 3, 2012, as originally scheduled.
Fresenius Medical Care is the world's largest integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure, a condition that affects more than 2.1 million individuals worldwide. Through its network of 3,119 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care provides dialysis treatment to 253,041 patients around the globe. Fresenius Medical Care is also the world's leading provider of dialysis products such as hemodialysis machines, dialyzers and related disposable products.
For more information about Fresenius Medical Care, visit the website at www.fmc-ag.com.
Disclaimer
This release contains forward-looking statements that are subject to various risks and uncertainties. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including changes in business, economic and competitive conditions, regulatory reforms, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Fresenius Medical Care AG & Co. KGaA's reports filed with the U.S. Securities and Exchange Commission. Fresenius Medical Care AG & Co. KGaA does not undertake any responsibility to update the forward-looking statements in this release.
- Fresenius intends to combine Rhön-Klinikum AG with HELIOS
- Creating Germany's largest private hospital operator, with approximately €6 billion in sales and substantial cost and growth synergies
- Fresenius' proposal of €22.50 per share in cash is contingent upon a minimum acceptance threshold of 90%
- Eugen Münch (Rhön-Klinikum AG's founder, key shareholder, long-time Management Board and Supervisory Board Chairman) supports the transaction
Fresenius announced today its intention to make a voluntary public takeover offer to Rhön-Klinikum AG shareholders of €22.50 per share in cash. The total purchase price for all outstanding shares in the company is approximately €3.1 billion. The offer, representing a premium of 52% on Rhön-Klinikum AG's closing share price on April 25, 2012 and of 53% on the share's volume weighted average trading price over the last three months (XETRA), is contingent upon a minimum acceptance threshold of 90% of Rhön-Klinikum AG's share capital at the end of the offer period and on antitrust approval.
Eugen Münch (Rhön-Klinikum AG's founder, key shareholder, long-time Management Board and Supervisory Board Chairman) supports the transaction. He declared that he and his wife will accept the offer and tender all their shares, representing 12.45% of Rhön-Klinikum AG's share capital. Eugen Münch will also recommend acceptance of the offer to other Rhön-Klinikum AG shareholders.
Rhön-Klinikum AG is one of Germany's largest private hospital operators, with reported sales of €2.6 billion and net income of €161 million in 2011. Rhön-Klinikum AG has 53 hospitals with a total of approximately 16,000 beds, as well as 39 health care centers, and treated nearly 2.3 million patients last year.
Ulf Mark Schneider, CEO of Fresenius, said: "The planned acquisition of Rhön-Klinikum AG is a milestone in the further expansion of our hospital business. Patients will benefit as we combine the strengths of Rhön-Klinikum AG and HELIOS to develop new, forward-looking approaches to health care. By extending our health care network across the entire country, we will bring some 75 percent of Germany's people within an hour's drive of one of our hospitals. Combining these two companies will take our proven and attractive hospital business model to the next level.''
Eugen Münch (Rhön-Klinikum AG's founder, key shareholder, long-time Management Board and Supervisory Board Chairman) stated: "The proposed acquisition opens up new opportunities for Rhön-Klinikum AG. Together, Rhön-Klinikum AG and HELIOS will be in a position to establish broad-based integrated care structures in Germany. This combination will be beneficial for patients, employees and shareholders of Rhön-Klinikum AG. HELIOS will contribute 75 hospitals and a proven management team to this partnership - due to these very special circumstances my wife and I plan to accept the Fresenius offer for the shares we hold. I believe in the growth prospects of the combined company HELIOS-Rhön and do not plan to sell my shares to potential third parties."
Fresenius plans to combine HELIOS with Rhön-Klinikum AG into the new entity HELIOS-Rhön. This entity will have sales of approximately €6 billion* and be the largest private hospital operator in Germany. Merging HELIOS and Rhön-Klinikum will generate significant cost synergies by bundling procurement and service volumes and combining administration, as well as by ongoing efficiency gains across the hospital network. This will result in a potential 1 to 2% increase in the new hospital group's EBITDA margin. Patients will benefit from further quality improvements as integrated care, brought closer to them through a more geographically extensive hospital network, eliminates the loss of time and resources caused by transfers between acute care and post-acute care, or from outpatient to inpatient treatment.
The transaction is expected to be accretive to Group net income and slightly dilutive to EPS in the first year after closing, and to be slightly accretive to EPS in the second year.
It is planned to make the detailed offer documents public in the second half of May 2012. The aim is to close the transaction in the third quarter of this year. A stock-exchange listing is not planned for the new company. Fresenius anticipates that a few hospital locations may need to be divested to secure antitrust clearance of the transaction.
The company intends to finance the acquisition through a syndicated loan, a bond issue, and through equity instruments in an amount of up to €1 billion. The Else Kröner-Fresenius-Foundation has notified us of its intention to participate in the contemplated equity financing with a high double-digit EURO million amount. Financing through shares in Fresenius Medical Care is ruled out. Financing commitments for the total amount have been received from Deutsche Bank, J.P. Morgan, Société Générale, Credit Suisse and UniCredit.
Group net debt/EBITDA is expected to temporarily exceed 3.0 in 2012*, while remaining under 3.5, before returning to the upper end of the target range of 2.5 to 3.0 in 2013.
*Pro Forma
Excellent start into the year - Fresenius raises 2012 outlook
In context with the offer announced today, Fresenius provides an overview on the first quarter 2012 financial results.
Based on preliminary figures, Fresenius achieved excellent financial results in the first quarter of 2012:
Group sales* increased by 13% (10% in constant currency) to €4,419 million (Q1 2011: €3,923 million). Group EBIT rose by 15% (12% in constant currency) to €661 million (Q1 2011: €575 million). Group net income** grew by 18% (15% in constant currency) to €200 million (Q1 2011: €170 million). Including an investment gain at Fresenius Medical Care, net income increased to €230 million.
The business segments contributed as follows:
Fresenius Medical Care achieved sales growth of 9% (10% in constant currency) to US$3,249 million. EBIT rose by 13% to US$503 million. Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA for the first quarter of 2012 was US$370 million, an increase of 68% compared to the first quarter of 2011. This includes a non-taxable investment gain of US$127 million related to the acquisition of Liberty Dialysis Holdings, Inc., including its 51% stake in Renal Advantage Partners, LLC (RAI). The gain is a result of measuring the 49% equity interest in RAI held by the company at its fair value at the time of the Liberty acquisition and is subject to the finalization of the Liberty purchase accounting. Excluding this investment gain, net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA increased by 10% to US$244 million.
Fresenius Medical Care fully confirms its outlook for 2012. The company expects sales to grow to around US$14 billion. Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA is expected to grow to around US$1.14 billion. This does not include the investment gain of approximately US$127 million in the first quarter of 2012.
Fresenius Kabi had an excellent start into the year. Sales increased by 14% to €1,092 million. Organic growth was 11%. EBIT increased by 9% to €215 million.
Based on the excellent financial results in the first quarter of 2012, Fresenius Kabi raises its outlook for 2012 and now forecasts organic sales growth of 6% to 8%. Previously, organic sales growth of 4% to 6% was expected. EBIT margin of 19.5% to 20% is now projected at the upper end of the targeted range.
Fresenius Helios achieved strong sales and EBIT growth. Sales increased by 11% to €717 million. Organic growth was 5% and acquisitions contributed 6%. EBIT grew by 17% to €68 million.
Fresenius Helios improves its EBIT outlook for 2012. EBIT is projected to increase to €310 million to €320 million; the company now expects to achieve the upper end of this range. Fresenius Helios continues to expect organic sales growth of 3% to 5%.
Fresenius Vamed achieved sales growth of 1% to €142 million. EBIT of €5 million was at previous year's level. These results are in line with our expectations.
Fresenius Vamed fully confirms its 2012 outlook and expects to achieve sales and EBIT growth of 5% to 10%.
Based on the Group's excellent financial results in the first quarter of 2012, Fresenius raises its guidance. For 2012, Fresenius now expects net income** growth of 12% to 15% in constant currency. Previously, the company expected net income growth of 8% to 11%. Sales* growth of 10% to 13% in constant currency is now projected at the upper end of the targeted range.
The final figures for the first quarter of 2012 will be provided on May 3, 2012, as originally scheduled.
*Previous year's sales were adjusted according to a U.S. GAAP accounting change applicable as of 2012. The sales adjustment of -€39 million in Q1 2011 and of -€161 million for the full year 2011 relate to Fresenius Medical Care.
**Net income attributable to shareholders of Fresenius SE & Co. KGaA – adjusted for an investment gain of €30 million at Fresenius Medical Care; 2011 adjusted for the effects of mark-to-market accounting of the Mandatory Exchangeable Bonds (MEB) and the Contingent Value Rights (CVR).
Key figures of the business segments (U.S. GAAP, preliminary)
Telephone Conference
A telephone conference will be held at 5 p.m. CEDT on April 26, 2012. All investors are cordially invited to follow the conference call in a live broadcast via the Internet at www.fresenius.com, Investor Relations, Presentations. Following the call, a replay will be available on our website.
Fresenius is a health care group with international operations, providing products and services for dialysis, hospital and outpatient medical care. In 2011, Group sales were €16.5 billion. As of December 31, 2011, the Fresenius Group had 149,351 employees worldwide.
For more information visit the company's website at www.fresenius.com.
HELIOS Kliniken Group owns 75 clinics, of which 51 are acute hospitals including six maximum care hospitals in Berlin-Buch, Duisburg, Erfurt, Krefeld, Schwerin and Wuppertal, as well as 24 post-acute care clinics. In addition, HELIOS has 31 medical care centers. HELIOS is the largest providers of inpatient and outpatient care in Germany and treats more than 2.7 million patients per year, more than 750,000 of them as inpatients. HELIOS has over 23,000 beds and more than 43,000 employees. Sales in 2011 were €2.7 billion. HELIOS has its headquarters in Berlin.
For more information visit the company's website at www.helios-kliniken.de.
Safe Harbour Statement
This announcement is neither an offer to purchase nor a solicitation of an offer to sell RK AG shares. The final terms and further provisions regarding the public offer will be disclosed in the offer document after the publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). The final terms of the public offer may differ from the basic information described herein. Investors and holders of RK AG shares are strongly recommended to read any such offer document and all documents in connection with the public offer as they are published, since they will contain important information.
If any announcements or information in this document contain forward-looking statements, such statements do not represent facts and are characterized by words such as "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Fresenius and the bidder FPS Beteiligungs AG, for example with regard to the potential consequences of the takeover offer for Rhön-Klinikum, for those Rhön-Klinikum shareholders who choose not to accept the takeover offer or for future financial results of Rhön-Klinikum. Such forward-looking statements are based on current plans, estimates and forecasts which Fresenius and the bidder FPS Beteiligungs AG have made to the best of their knowledge, without claiming to be correct in the future, and speak only as of the date on which they are made. It should be kept in mind that actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. Forward-looking statements are subject to risks and uncertainties, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing, and usually cannot be influenced by Fresenius and the bidder FPS Beteiligungs AG. If any of these risks and uncertainties materialize, or if the assumptions underlying any of our forward-looking statements prove incorrect, then our actual results may be materially different from those we express or imply by such statements. We do not intend or assume any obligation to update these forward-looking statements.
The takeover offer will be implemented in accordance with the applicable laws of the Federal Republic of Germany, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), in conjunction with the German regulation on the contents of offer documents, consideration related to tender offers and compulsory offers, and exemptions from the obligation to publish and submit an offer (WpÜG-Angebotsverordnung). These provisions may differ considerably from the provisions that apply to public takeovers in the United States of America (the "United States").
The takeover offer will be implemented in the United States pursuant to Section 14(e) and Regulation 14E of the U.S. Securities Exchange Act of 1934, as amended, and otherwise in accordance with the provisions of the WpÜG. It may be difficult for shareholders whose place of residence, seat or place of habitual abode is in the United States to enforce their rights and claims under U.S. federal securities laws, since both the Rhön-Klinikum and the bidder are seated outside the United States. U.S. shareholders may not be able to sue a company seated outside the United States, nor its officers or directors who are resident outside the United States before a court outside the United States for violations of U.S. securities laws. Furthermore, it may be difficult to enforce the decisions of a U.S. court against a company seated outside the United States.
The takeover offer is not made or intended to be made pursuant to the provisions of any other legal system. Accordingly, no notifications, registrations, admissions or approvals of the takeover offer or of the offer document containing the takeover offer have been or will be applied for or initiated by the Bidder and the persons acting in conjunction with the Bidder outside of the Federal Republic of Germany and the United States. Fresenius and the bidder FPS Beteiligungs AG therefore do not assume any responsibility for compliance with laws other than the laws of the Federal Republic of Germany and the United States.
The takeover offer will not be filed, published or publicly advertised pursuant to the laws of any jurisdiction other than the Federal Republic of Germany and the United States.
Fresenius and the bidder FPS Beteiligungs AG assume no responsibility for the publication, dissemination, dispatch, distribution or circulation of any documents connected with the intended Takeover Offer or the acceptance of the intended offer outside the Federal Republic of Germany or the United States being permissible under the provisions of legal systems other than those of the Federal Republic of Germany and the United States. Furthermore, Fresenius and the bidder FPS Beteiligungs AG assume no responsibility for the non-compliance of third parties with any laws.
Fresenius SE & Co. KGaA
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11852
Chairman of the Supervisory Board: Dr. Gerd Krick
General Partner: Fresenius Management SE
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11673
Management Board: Dr. Ulf M. Schneider (Chairman), Rainer Baule, Dr. Francesco De Meo, Dr. Jürgen Götz, Dr. Ben Lipps, Stephan Sturm, Dr. Ernst Wastler
Chairman of the Supervisory Board: Dr. Gerd Krick
1st Quarter 2012 Summary:
| Net revenue | $3,249 million | +9% |
| Operating income (EBIT) |
$503 million |
+13% |
|
Net income* |
$370 million |
+68% |
|
Earnings per share |
$1.22 |
+67% |
|
Earnings excluding investment gain: |
||
| Net income* |
$244 million |
+10% |
|
Earnings per share |
$0.80 |
+10% |
Bad Homburg, Germany – Fresenius Medical Care AG & Co. KGaA (the "company" or "Fresenius Medical Care"; Frankfurt Stock Exchange: FME / New York Stock Exchange: FMS), the world's largest provider of dialysis products and services, today announced its results for the first quarter of 2012.
* Attributable to shareholders of Fresenius Medical Care AG & Co. KGaA
Revenue
Net revenue for the first quarter of 2012 increased by 9% to $3,249 million (+10% at constant currency) compared to the first quarter of 2011. Organic revenue growth worldwide was 3%. Dialysis services revenue grew by 11% to $2,478 million (+12% at constant currency) and dialysis product revenue increased by 3% to $771 million (+5% at constant currency).
North America revenue for the first quarter of 2012 increased by 9% to $2,105 million. Dialysis services revenue grew by 11% to $1,918 million with a same market growth of 3%. Average revenue per treatment for U.S. clinics increased to $353 in the first quarter of 2012 compared to $348 for the corresponding quarter in 2011. Dialysis product revenue decreased by 4% to $187 million mainly as a result of lower pricing of renal pharmaceuticals.
International revenue increased by 8% to $1,136 million (+ 12% at constant currency). Organic revenue growth was 6%. Dialysis services revenue increased by 11% to $560 million (+16% at constant currency). Dialysis product revenue increased by 4% to $576 million and increased by 8% at constant currency, mainly driven by higher sales of dialysis machines.
Earnings
Operating income (EBIT) for the first quarter of 2012 increased by 13% to $503 million compared to $445 million in the first quarter of 2011. This resulted in an operating margin of 15.5% for the first quarter of 2012 compared to 14.9% for the corresponding quarter in 2011.
In North America, the operating margin increased from 16.2% to 16.5%. The increase in Medicare rates and the growth of our expanded services contributed favorably to this development. Average costs per treatment for U.S. clinics decreased to $286 in the first quarter of 2012 compared to $288 for the corresponding quarter in 2011.
In the International segment, the operating margin increased from 16.2% to 17.2%, mainly due to favorable exchange rate effects.
Net interest expense for the first quarter of 2012 was $99 million, compared to $72 million in the first quarter of 2011. This development was mainly attributable to the higher level of financial debt as a result of the issuance of various tranches of senior notes over the course of 2011 and 2012.
Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA for the first quarter of 2012 was $370 million, an increase of 68% compared to the corresponding quarter of 2011. This includes a non-taxable investment gain of $127 million related to the acquisition of Liberty Dialysis Holdings, Inc., including its 51% stake in Renal Advantage Partners, LLC (RAI). The gain is a result of measuring the 49% equity interest in RAI held by the company at its fair value at the time of the Liberty acquisition and is subject to the finalization of the Liberty purchase accounting. Excluding this investment gain net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA increased by 10% to $244 million.
Income tax expense was $137 million for the first quarter of 2012 compared to $124 million in the first quarter of 2011. The effective tax rate decreased to 25.8% from 33.3% driven by the non-taxable investment gain. Excluding the investment gain the effective tax rate was 33.9%.
Earnings per ordinary share (EPS) for the first quarter 2012 was $1.22 and $0.80 if excluding the investment gain. This represents an increase compared to the first quarter of 2011 of 67% and 10%, respectively. The weighted average number of shares outstanding for the first quarter of 2012 was approximately 304.2 million shares, compared to 302.3 million shares for the first quarter of 2011. The increase in shares outstanding resulted from stock option exercises in the past 12 months.
Cash flow
In the first quarter of 2012, the company generated $481 million in cash from operations, an increase of 174% compared to the corresponding figure last year and representing approximately 14.8% of revenue. The cash flow generation was supported by a favorable development of DSO and inventory levels as well as lower income tax payments.
A total of $122 million was spent for capital expenditures, net of disposals. Free cash flow before acquisitions was $359 million compared to $62 million in the first quarter of 2011. A total of $1,526 million in cash was spent for acquisitions and investments, net of divestitures. Free cash flow after acquisitions and divestitures was minus $1,167 million, compared to minus $277 million in the first quarter of 2011.
Please refer to the appendix for a complete overview on the first quarter of 2012.
Patients – Clinics – Treatments
As of March 31, 2012, Fresenius Medical Care treated 253,041 patients worldwide, which represents a 17% increase compared to the previous year's figure. North America provided dialysis treatments for 161,656 patients, an increase of 17%. Including 21 clinics managed by Fresenius Medical Care North America, the number of patients in North America was 163,261. The International segment provided dialysis treatment to 91,385 patients, an increase of 16% over the prior year's figure.
As of March 31, 2012, the company operated a total of 3,119 clinics worldwide, which represents a 13% increase compared to the previous year's figure. The number of clinics is comprised of 2,053 clinics in North America (2,074 including managed clinics), and 1,066 clinics in the International segment, representing an increase of 13% and 13%, respectively.
During the first quarter of 2012, Fresenius Medical Care delivered approximately 9.21 million dialysis treatments worldwide. This represents an increase of 13%, compared to last year's figure. North America accounted for 5.75 million treatments, an increase of 10%. The International segment delivered 3.47 million treatments, an increase of 18%.
Employees
As of March 31, 2012, Fresenius Medical Care had 82,979 employees (full-time equivalents) worldwide, compared to 79,159 employees at the end of 2011. This increase of more than 3,800 employees is due to overall growth in the company's business and acquisitions including Liberty Dialysis Holdings, Inc.
Debt/EBITDA ratio
The ratio of debt to Earnings before interest, taxes, depreciation and amortization (EBITDA) increased from 2.55 at the end of the first quarter of 2011 to 2.96 at the end of the first quarter of 2012. The debt/EBITDA ratio at the end of 2011 was 2.69.
Rating
In February Standard & Poor's Ratings Services upgraded the company's corporate credit to ‘BB+' from ‘BB'. The agency also raised the ratings of Fresenius Medical Care's various unsecured senior notes to ‘BB+' from ‘BB'. The rating of ‘BBB-‘ on Fresenius Medical Care's senior secured credit facilities was affirmed. A stable outlook has been assigned to all ratings. Moody's rates the company's corporate credit as ‘Ba1' with a ‘stable' outlook, and Fitch rates the company's corporate credit as ‘BB+' with a ‘stable' outlook. For further information on Fresenius Medical Care's credit ratings, maturity profiles and credit instruments, please visit our website at www.fmc-ag.com / Investor Relations / Credit Relations.
Announcement of Management Board Change
On March 9, 2012, Fresenius Medical Care announced a change in the Management Board. Rice Powell will succeed Dr. Ben J. Lipps as CEO of Fresenius Medical Care AG & Co. KGaA and Chairman of the Management Board, effective January 1, 2013. The appointment of Rice Powell is part of the company's succession plan to ensure a smooth transition of leadership. Ben Lipps was appointed Chief Executive Officer and Chairman of the Management Board in 1999. In recognition of his extraordinary achievements and unique expertise Dr. Ben J. Lipps has been appointed Honorary Chairman of the supervisory boards of Fresenius Medical Care AG & Co. KGaA and the Fresenius Medical Care Management AG, effective January 1, 2013.
Closing of the acquisition of Liberty Dialysis Holdings
Fresenius Medical Care North America has closed the acquisition of Liberty Dialysis Holdings, Inc., the holding company of Liberty Dialysis and Renal Advantage effective February 28, 2012. The closing followed the completion of the review of the transaction and issuance of a consent decree by the United States' Federal Trade Commission. In connection with the consent decree, Fresenius Medical Care completed the sale of 44 clinics to Dialysis Newco, Inc. ("DSI Renal"). The acquisition of Liberty Dialysis Holdings Inc. is expected to add annual revenues of around $ 700 million and 201 clinics to Fresenius Medical Care's network for an investment, net of proceeds from the divestiture, of approximately $1.5 billion.
Sales and earnings outlook for 2012 confirmed
For the full year 2012, the company confirms its sales and earnings outlook.
The company expects revenue to grow to around $14 billion in 2012.
Net income is expected to grow to around $1.3 billion and net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA is expected to grow to around $1.14 billion. This does not include the investment gain in the amount of approximately $ 127 million in the first quarter of 2012.
For 2012, the company expects to spend around $700 million on capital expenditures and around $1.8 billion on acquisitions. The debt/EBITDA ratio is expected to be below 3.0 by the end of 2012.
"Our first quarter results show an excellent start for the year with both the North American as well as the International segment continuing their strong operating performance. On this basis we clearly confirm our previous guidance for the full year 2012 expecting another record year in terms of revenue and earnings", said Ben Lipps, chief executive officer of Fresenius Medical Care. "We have made very good progress on our growth initiatives globally and successfully closed the acquisition of Liberty Dialysis during the first quarter of 2012. With our global base we continue to be well positioned for the continuing success of our business."
Conference call
Fresenius Medical Care will hold a conference call to discuss the results of the first quarter of 2012 on Thursday, May 3, 2012, at 3:30 p.m. CEDT / 9:30 a.m. EDT. The company invites investors to view the live webcast of the call at the company's website www.fmc-ag.com in the "Investor Relations" section. A replay will be available shortly after the call.
Fresenius Medical Care is the world's largest integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure, a condition that affects more than 2.1 million individuals worldwide. Through its network of 3,119 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care provides dialysis treatment to 253,041 patients around the globe. Fresenius Medical Care is also the world's leading provider of dialysis products such as hemodialysis machines, dialyzers and related disposable products.
For more information about Fresenius Medical Care, visit the company's website at www.fmc-ag.com.
Disclaimer
This release contains forward-looking statements that are subject to various risks and uncertainties. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including changes in business, economic and competitive conditions, regulatory reforms, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Fresenius Medical Care AG & Co. KGaA's reports filed with the U.S. Securities and Exchange Commission. Fresenius Medical Care AG & Co. KGaA does not undertake any responsibility to update the forward-looking statements in this release.
Q1/2012:
- Sales*: €4.4 billion (+13% at actual rates, +10% in constant currency)
- EBIT: €661 million (15% at actual rates, +12% in constant currency)
- Net income**: €200 million (+18% at actual rates, +15% in constant currency)
The preliminary financial results, announced on April 26, 2012, remain unchanged.
Group outlook*** 2012 raised
Based on the Group's excellent financial results in the first quarter of 2012, Fresenius raises its guidance. For 2012, Fresenius now expects net income** growth of 12% to 15% in constant currency. Previously, the Company expected net income growth of 8% to 11%. Sales* growth of 10% to 13% in constant currency is now projected at the upper end of the targeted range.
The Group plans to invest ~5% of sales in property, plant and equipment.
The net debt/EBITDA ratio is projected to be ≤3.0 at year end.
*Previous year's sales were adjusted according to a U.S. GAAP accounting change. The sales adjustment of -€39 million in Q1 2011 and of -€161 million for the full year 2011 solely relate to Fresenius Medical Care North America.
**Net income attributable to shareholders of Fresenius SE & Co. KGaA – adjusted for a non-taxable investment gain of €30 million at Fresenius Medical Care; 2011 adjusted for the effects of mark-to-market accounting of the Mandatory Exchangeable Bonds and the Contingent Value Rights.
***Before effects of the announced Rhön-Klinikum AG acquisition
Sales growth of 10% in constant currency
Group sales increased by 13% (10% in constant currency) to €4,419 million (Q1 2011*: €3,923 million). Organic sales growth was 5%. Acquisitions contributed a further 5%. Currency translation had a positive effect of 3%. This is mainly attributable to the strengthening of the U.S. dollar against the euro by 4% in the first quarter of 2012 compared to the first quarter of 2011.
Sales in the business segments developed as follows:
Organic sales growth in North America was 2%, in Europe 5%. Organic sales growth was again strong in Asia-Pacific with 11% and in Latin America with 18%. Sales in Africa were impacted by the political unrest in the Middle East and North Africa.
*Previous year's sales were adjusted according to a U.S. GAAP accounting change. The sales adjustment of -€39 million in Q1 2011 and of -€161 million for the full year 2011 solely relate to Fresenius Medical Care North America.
Excellent earnings growth
Group EBITDA grew by 14% (11% in constant currency) to €838 million (Q1 2011: €737 million). Group EBIT increased by 15% (12% in constant currency) to €661 million (Q1 2011: €575 million). The EBIT margin improved by 30 basis points to 15.0% (Q1 2011: 14.7%).
Group net interest was -€147 million (Q1 2011: -€135 million). Lower average interest rates were more than offset by incremental debt due to acquisition financing and currency translation effects.
The Group tax rate* slightly decreased to 30.4% (Q1 2011: 30.7%).
Noncontrolling interest increased to €158 million (Q1 2011: €135 million), of which 93% was attributable to the noncontrolling interest in Fresenius Medical Care.
Group net income** increased by 18% (15% in constant currency) to €200 million (Q1 2011: €170 million). Earnings per share increased by 17% to €1.23 (Q1 2011: €1.05).
Group net income*** including the non-taxable investment gain at Fresenius Medical Care was €230 million or €1.41 per share. This is a non-cash item.
*Adjusted for the non-taxable investment gain at Fresenius Medical Care; 2011 adjusted for the effects of mark-to-market accounting of the Mandatory Exchangeable Bonds
**Net income attributable to shareholders of Fresenius SE & Co. KGaA – adjusted for a non-taxable investment gain of €30 million at Fresenius Medical Care; 2011 adjusted for the effects of mark-to-market accounting of the Mandatory Exchangeable Bonds and the Contingent Value Rights.
***Net income attributable to shareholders of Fresenius SE & Co. KGaA
Continued investment in growth
The Fresenius Group spent €151 million on property, plant and equipment (Q1 2011: €136 million). Acquisition spending was €1,927 million (Q1 2011: €311 million). This is primarily due to the completion of Fresenius Medical Care's acquisition of Liberty Dialysis Holdings, Inc. as well as of the acquisition of Damp Group by Fresenius Helios.
Strong operating cash flow development
Operating cash flow increased to €538 million (Q1 2011: €278 million), mainly driven by strong earnings growth and tight working capital management. The cash flow margin was 12.2% (Q1 2011: 7.1%). Net capital expenditure was €152 million (Q1 2011: €147 million). Free cash flow before acquisitions and dividends was €386 million (Q1 2011: €131 million). Free cash flow after acquisitions and dividends was -€1,096 million (Q1 2011: -€133 million).
Solid balance sheet structure
The Group's total assets increased by 8% (10% in constant currency) to €28,542 million (Dec. 31, 2011: €26,321 million). Current assets grew by 7% (9% in constant currency) to €7,682 million (Dec. 31, 2011: €7,151 million). Non-current assets increased by 9% (11% in constant currency) to €20,860 million (Dec. 31, 2011: €19,170 million).
Total shareholders' equity increased by 2% (4% in constant currency) to €10,829 million (Dec. 31, 2011: €10,577 million). The equity ratio was 37.9% (Dec. 31, 2011: 40.2%).
Group debt grew by 17% (19% in constant currency) to €11,459 million (Dec. 31, 2011: €9,799 million), primarily resulting from acquisition financing. Net debt increased by 16% (18% in constant currency) to €10,604 million (Dec. 31, 2011: €9,164 million).
In March 2012, Fresenius successfully placed €500 million of senior unsecured notes. Proceeds are used for acquisitions, including the acquisition of the Damp Group, refinancing of short-term debt, and general corporate purposes. The senior notes have a coupon of 4.250%, a maturity of seven years and were issued at par. The transaction was well received by investors and substantially oversubscribed.
As of March 31, 2012, the net debt/EBITDA ratio* was 3.01 (Dec. 31, 2011: 2.83). At identical exchange rates for net debt and EBITDA, the ratio was 2.95.
*Pro forma including Damp Group and Liberty Dialysis Holdings, Inc.
Number of employees increases
As of March 31, 2012, Fresenius Group increased the number of its employees by 7% to 160,249 (Dec. 31, 2011: 149,351).
Fresenius Biotech
Fresenius Biotech develops innovative therapies with trifunctional antibodies for the treatment of cancer. In the field of polyclonal antibodies, Fresenius Biotech has successfully marketed ATG-Fresenius S for many years. ATG-Fresenius S is an immunosuppressive agent used to prevent and treat graft rejection following organ transplantation.
Fresenius Biotech's sales increased by 11% to €8.1 million compared to €7.3 million in the first quarter of 2011. Sales with the trifunctional antibody Removab grew by 38% to €1.1 million (Q1 2011: €0.8 million). Sales of the immunosuppressive agent ATG Fresenius S increased by 8% to €7.0 million (Q1 2011: €6.5 million).
Fresenius Biotech's EBIT was -€6 million (Q1 2011: -€7 million).
For 2012, Fresenius Biotech continues to expect an EBIT of -€25 million to -€30 million.
Business Segments
Fresenius Medical Care
Fresenius Medical Care is the world's leading provider of services and products for patients with chronic kidney failure. As of March 31, 2012, Fresenius Medical Care was treating 253,041 patients in 3,119 dialysis clinics.
- Strong start into 2012 - EBIT margin improvement to 15.5%
- Acquisition of Liberty Dialysis Holdings, Inc. closed
- 2012 outlook confirmed
Sales increased by 9% to US$3,249 million (Q1 20111: US$2,984 million). Organic sales growth was 3%. Acquisitions contributed a further 7%. Currency translation had a negative effect of 1%.
Sales in dialysis services increased by 11% to US$2,478 million (Q1 2011: US$2,233 million). Dialysis product sales grew by 3% to US$771 million (Q1 2011: US$751 million).
In North America sales grew 9% to US$2,105 million (Q1 2011: US$1,925 million). Dialysis services sales grew by 11% to US$1,918 million (Q1 2011: US$1,730 million). Average revenue per treatment for U.S. clinics increased to US$353 in the first quarter of 2012 compared to US$348 in the first quarter of 2011. Dialysis product sales decreased by 4% to US$187 million (Q1 2011: US$195 million) mainly as a result of lower pricing of renal pharmaceuticals.
Sales outside North America ("International" segment) grew by 8% to US$1,136 million (Q1 2011: US$1,055 million). Sales in dialysis services increased by 11% to US$560 million (Q1 2011: US$503 million). Dialysis product sales increased by 4% to US$576 million (Q1 2011: US$552 million). The growth was mainly driven by higher sales of dialysis machines.
EBIT increased by 13% to US$503 million (Q1 2011: US$445 million). The EBIT margin improved to 15.5% (Q1 2011: 14.9%).
The EBIT margin in North America improved by 30 basis points to 16.5% (Q1 2011: 16.2%). The increase in Medicare rates and the growth of the expanded services contributed favorably to this development. In the International segment the EBIT margin improved to 17.2% (Q1 2011: 16.2%).
Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA for the first quarter of 2012 was US$370 million, an increase of 68% compared to the corresponding quarter of 2011. This includes a non-taxable investment gain of US$127 million related to the acquisition of Liberty Dialysis Holdings, Inc. (Liberty), including its 51% stake in Renal Advantage Partners, LLC (RAI). The gain is a result of measuring the 49% equity interest in RAI held by the company at its fair value at the time of the Liberty acquisition and is subject to the finalization of the Liberty purchase accounting. Excluding this investment gain, net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA increased by 10% to US$244 million (Q1 2011: US$221 million).
Fresenius Medical Care has closed the acquisition of Liberty Dialysis Holdings, Inc., the holding company of Liberty Dialysis and Renal Advantage effective February 28, 2012. The closing followed the completion of the review of the transaction and issuance of a consent decree by the United States' Federal Trade Commission. In connection with the consent decree, Fresenius Medical Care completed the sale of 44 clinics to Dialysis Newco, Inc. The acquisition of Liberty Dialysis Holdings, Inc. is expected to add annual sales of around US$700 million and 201 clinics to Fresenius Medical Care's network for an investment, net of proceeds from divestiture, of approximately US$1.5 billion.
Fresenius Medical Care confirms its sales and earnings outlook for 2012. The company expects sales to grow to around US$14 billion. Net income is expected to grow to around US$1.3 billion and net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA is expected to grow to around US$1.14 billion. This does not include the investment gain of approximately US$127 million in the first quarter of 2012.
For further information, please see Fresenius Medical Care's Press Release at www.fmc-ag.com.
*Previous year's sales were adjusted according to a U.S. GAAP accounting change. The sales adjustment amounts to -US$ 52 million in Q1 2011; the 2011 sales adjustment amounts to -US$224 million.
**Net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA – adjusted for a non-taxable investment gain of US$127 million in the first quarter 2012.
Fresenius Kabi
Fresenius Kabi offers infusion therapies, intravenously administered generic drugs and clinical nutrition for seriously and chronically ill patients in the hospital and outpatient environments.
- Excellent organic sales growth across all regions
- 2012 outlook raised
Sales increased by 14% to €1,092 million (Q1 2011: €960 million). Organic sales growth of 11% was driven by all regions. Currency translation had an effect of 2%. Acquisitions contributed 1%.
In Europe sales grew by 8% (organic growth: 8%) to €487 million (Q1 2011: €449 million). Sales in North America increased by 15% (organic growth: 10%) to €292 million (Q1 2011: €254 million). Organic sales growth was driven by new product launches and continued competitor supply constraints. In Asia-Pacific sales increased by 28% (organic growth: 20%) to €199 million (Q1 2011: €156 million). Sales in Latin America and Africa increased by 13% (organic growth: 15%) to €114 million (Q1 2011: €101 million).
EBIT grew by 9% to €215 million (Q1 2011: €197 million). EBIT growth was in particular driven by the emerging markets and North America. The EBIT margin was 19.7% (Q1 2011: 20.5%).
Net income* increased by 13% to €98 million (Q1 2011: €87 million).
Based on the excellent financial results in the first quarter of 2012, Fresenius Kabi raises its outlook for 2012 and now forecasts organic sales growth of 6% to 8%. Previously, organic sales growth of 4% to 6% was expected. An EBIT margin of 19.5% to 20% is now projected at the upper end of the targeted range.
Fresenius Kabi will host a Capital Market Day on June 12, 2012 in Bad Homburg to provide an update on the company's strategy and growth prospects.
*Net income attributable to shareholders of Fresenius Kabi AG
Fresenius Helios
Fresenius Helios is the largest private hospital operator in Germany. HELIOS owns 75 hospitals, including six maximum care hospitals in Berlin-Buch, Duisburg, Erfurt, Krefeld, Schwerin and Wuppertal. HELIOS treats more than 2.7 million patients per year, thereof more than 750,000 inpatients, and operates more than 23,000 beds.
- Strong organic sales growth of 5%
- Acquisition of Damp Group successfully completed
- 2012 earnings outlook raised
Sales increased by 11% to €717 million (Q1 2011: €648 million). This was driven by strong organic sales growth of 5%. Acquisitions contributed 6% to overall sales growth.
EBIT grew by 17% to €68 million (Q1 2011: €58 million). The EBIT margin improved by 50 basis points to 9.5% (Q1 2011: 9.0%).
Net income* increased by 24% to €41 million (Q1 2011: €33 million).
Sales at the established hospitals grew by 5% to €676 million. EBIT improved by 24% to €72 million. The EBIT margin increased to excellent 10.7% (Q1 2011: 9.0%). Sales of the acquired hospitals (consolidation < 1 year) were €41 million, and, as expected, EBIT was -€4 million. Restructuring of these hospitals is fully on track.
As of March 31, 2012, HELIOS fully consolidates Damp Group. Damp Group was among the ten largest private hospital operators in Germany. Damp Group's 2010 sales were €427 million (without Damp hospital Wismar, divested in the first quarter of 2012).
Based on the excellent financial results in the first quarter of 2012, Fresenius Helios raises its EBIT outlook for 2012. The company now projects EBIT to increase to the upper end of the targeted range of €310 million to €320 million. Fresenius Helios continues to expect organic sales growth of 3% to 5%.
*Net income attributable to shareholders of HELIOS Kliniken GmbH
Fresenius Vamed
Fresenius Vamed offers engineering and services for hospitals and other health care facilities.
- Sales and EBIT fully in line with expectations
- Good order intake of €104 million
- 2012 outlook confirmed
Sales increased to €142 million (Q1 2011: €140 million). Sales in the project business were €77 million (Q1 2011: €84 million). Sales in the service business increased by 16% to €65 million (Q1 2011: €56 million).
EBIT was €5 million (Q1 2011: €5 million). The EBIT margin reached 3.5% (Q1 2011: 3.6%). Net income* remained at previous year's level of €4 million.
In Q1 2012, Fresenius Vamed had a good order intake of €104 million (Q1 2011: €127 million). Order backlog increased to €872 million as of March 31, 2012 (Dec. 31, 2011: €845 million).
Fresenius Vamed confirms its 2012 outlook and expects sales and EBIT growth of 5% to 10%.
*Net income attributable to shareholders of VAMED AG
Analyst Conference Call
As part of the publication of the results for the first quarter of 2012, a conference call will be held on May 3, 2012 at 2 p.m. CET (8 a.m. EDT). All journalists are cordially invited to follow the conference in a live broadcast via the Internet at www.fresenius.com, see Press, Audio/Video Service. Following the call, a recording of the conference will be available as video-on-demand.
Fresenius is a health care group with international operations, providing products and services for dialysis, hospital and outpatient medical care. In 2011, Group sales were €16.5 billion. On March 31, 2012, the Fresenius Group had 160,249 employees worldwide.
For more information visit the company's website at www.fresenius.com.
This release contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Fresenius does not undertake any responsibility to update the forward-looking statements in this release.
Fresenius SE & Co. KGaA
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11852
Chairman of the Supervisory Board: Dr. Gerd Krick
General Partner: Fresenius Management SE
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11673
Management Board: Dr. Ulf M. Schneider (Chairman), Rainer Baule, Dr. Francesco De Meo, Dr. Jürgen Götz, Dr. Ben Lipps, Stephan Sturm, Dr. Ernst Wastler
Chairman of the Supervisory Board: Dr. Gerd Krick
Fresenius Medical Care, the world's largest provider of dialysis products and services, expects another record result for 2012. At the annual general meeting in Frankfurt am Main today, Dr. Ben Lipps, the company's chief executive officer, confirmed the full-year outlook. Fresenius Medical Care expects revenue to grow to around $14 billion in 2012. Net income is expected to grow to around $1.3 billion and net income attributable to shareholders of Fresenius Medical Care AG & Co. KGaA is expected to grow to around $1.14 billion.
"Our stakeholders can be proud that their company is indeed making a difference in patients' lives with our superior products and clinical services, and through our innovative research into new treatment modalities and reimbursement concepts,'' Dr. Lipps said in his speech to the meeting. "Fresenius Medical Care has retained its global leadership position and we continue to shape the future of the dialysis industry. We have the ability to grow through the expansion of our clinic network and of our product portfolio, and by adding new services.''
It was the last Fresenius Medical Care annual general meeting under Dr. Lipps' leadership: The company announced in March that Rice Powell has been appointed to take over as CEO on January 1, 2013, when Dr. Lipps will retire from the Management Board and become the Supervisory Board's Honorary Chairman.
With a large majority of 99.89% the shareholders approved the company's 15th consecutive increase in dividend, which was raised to €0.69 from €0.65 per ordinary share and to €0.71 from €0.67 per preference share.
Shareholders approved the actions taken and decisions made by the Supervisory Board and the Management Board with a majority of more than 99%.
At the annual general meeting, 76.94% of the subscribed capital was represented. Only ordinary-share holders were entitled to vote.
Fresenius Medical Care is the world's largest integrated provider of products and services for individuals undergoing dialysis because of chronic kidney failure, a condition that affects more than 2.1 million individuals worldwide. Through its network of 3,119 dialysis clinics in North America, Europe, Latin America, Asia-Pacific and Africa, Fresenius Medical Care provides dialysis treatment to 253,041 patients around the globe. Fresenius Medical Care is also the world's leading provider of dialysis products such as hemodialysis machines, dialyzers and related disposable products.
For more information about Fresenius Medical Care, visit the company's website at www.fmc-ag.com.
Disclaimer
This release contains forward-looking statements that are subject to various risks and uncertainties. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including changes in business, economic and competitive conditions, regulatory reforms, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. These and other risks and uncertainties are detailed in Fresenius Medical Care AG & Co. KGaA's reports filed with the U.S. Securities and Exchange Commission. Fresenius Medical Care AG & Co. KGaA does not undertake any responsibility to update the forward-looking statements in this release.
NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
Fresenius resolved today to issue 13.8 million new ordinary shares from authorized capital excluding subscription rights. The new shares will be placed with institutional investors through an accelerated bookbuilt offering. There will be no public offering.
The capital increase is the first component of the financing for the planned acquisition of RHÖN-KLINIKUM AG. On April 26, 2012, Fresenius had announced its intention to make a voluntary public takeover offer of €22.50 per share in cash. The Company also stated it intends to finance the acquisition through a syndicated loan, a bond issue and equity instruments.
The Else Kröner-Fresenius-Foundation has informed Fresenius that it will participate in the capital increase with an amount of at least €90 million.
Fresenius is confident it can successfully complete the voluntary takeover under the announced terms. However, even if the offer is not successful, the Group's net debt/EBITDA ratio following the capital increase will be at the lower end of the 2.5 to 3.0 target range and will therefore provide for an optimal capital structure. Fresenius has a proven track record of responsible capital management and continues to view equity as a scarce and precious resource.
After issuance of the new shares, the total number of outstanding ordinary shares of Fresenius SE & Co. KGaA will increase from currently 163,366,002 to 177,166,002.
The new shares will have full dividend entitlement for the fiscal year 2012. They will not be entitled to the proposed dividend for the fiscal year 2011, to be paid on May 14, 2012.
Deutsche Bank, J.P. Morgan and Société Générale are Joint Global Coordinators and Joint Bookrunners of the offering.
Capital Increase Data
• Issuer: Fresenius SE & Co. KGaA
• Transaction Structure: Capital increase without subscription rights
• Offering: 13.8 million new ordinary shares
• Placement of Shares: Private placement to institutional investors
• Stock Exchanges: Regulated Market Frankfurt (Prime Standard), Munich, Düsseldorf
• Joint Global Coordinators and Bookrunners: Deutsche Bank, J.P. Morgan and Société Générale
Fresenius is a health care group with international operations, providing products and services for dialysis, hospital and outpatient medical care. In 2011, Group sales were €16.5 billion. As of March 31, 2012, the Fresenius Group had 160,249 employees worldwide.
For more information visit the company's website at www.fresenius.com.
THIS RELEASE IS FOR INFORMATION PURPOSES ONLY AND MAY NOT BE FURTHER DISTRIBUTED OR PASSED ON TO ANY OTHER PERSON OR PUBLISHED, IN WHOLE OR IN PART, FOR ANY PURPOSE.
This release does not constitute or form part of, and should not be construed as, an offer or invitation to subscribe for, underwrite or otherwise acquire, any securities of Fresenius SE ("Fresenius") or any present or future member of its group nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of Fresenius or any member of its group or any commitment whatsoever. In particular, this release is not an offer of securities in the United States of America (including its territories and possessions), and securities of Fresenius SE may not be offered or sold in the United States of America absent registration under the Securities Act of 1933 (which Fresenius SE does not intend to effect) or pursuant to an exemption from registration.
This release contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. This includes the risk that the transaction will not be consummated or on other terms. Fresenius does not undertake any responsibility to update the forward-looking statements in this release.
This document is directed at and/or for distribution in the U.K. only to (i) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities falling within article 49(2)(a) to (d) of the Order (all such persons being together referred to as "relevant persons"). This document is directed only at relevant persons. Other persons should not act or rely on this document or any of its contents.
The information contained herein is not for publication or distribution in Canada, Australia or Japan and does not constitute an offer of securities for sale in Canada, Australia or Japan.
Fresenius SE & Co. KGaA
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11852
Chairman of the Supervisory Board: Dr. Gerd Krick
General Partner: Fresenius Management SE
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11673
Management Board: Dr. Ulf M. Schneider (Chairman), Rainer Baule, Dr. Francesco De Meo, Dr. Jürgen Götz, Dr. Ben Lipps, Stephan Sturm, Dr. Ernst Wastler
Chairman of the Supervisory Board: Dr. Gerd Krick
NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
Fresenius successfully placed 13.8 million new ordinary shares today. Based on the issue price of €73.50 per share, gross proceeds to the company amount to €1,014.3 million.
The new shares have full dividend entitlement for the fiscal year 2012. They are not entitled to the proposed dividend for the fiscal year 2011, to be paid on May 14, 2012.
The capital increase is the first component of the financing for the planned acquisition of RHÖN-KLINIKUM AG. On April 26, 2012, Fresenius had announced its intention to make a voluntary public takeover offer of €22.50 per share in cash. The Company also stated it intends to finance the acquisition through a syndicated loan, a bond issue and equity instruments.
Given the capital increase, the total number of outstanding ordinary shares of Fresenius SE & Co. KGaA will increase from currently 163,366,002 to
177,166,002.
Deutsche Bank, J.P. Morgan and Société Générale acted as Joint Global Coordinators and Joint Bookrunners for the offering. Unicredit, Commerzbank and DZ Bank were Co-Bookrunners.
Fresenius is a health care group with international operations, providing products and services for dialysis, hospital and outpatient medical care. In 2011, Group sales were €16.5 billion. As of March 31, 2012, the Fresenius Group had 160,249 employees worldwide.
For more information visit the company's website at www.fresenius.com.
THIS RELEASE IS FOR INFORMATION PURPOSES ONLY AND MAY NOT BE FURTHER DISTRIBUTED OR PASSED ON TO ANY OTHER PERSON OR PUBLISHED, IN WHOLE OR IN PART, FOR ANY PURPOSE.
This release does not constitute or form part of, and should not be construed as, an offer or invitation to subscribe for, underwrite or otherwise acquire, any securities of Fresenius SE ("Fresenius") or any present or future member of its group nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of Fresenius or any member of its group or any commitment whatsoever. In particular, this release is not an offer of securities in the United States of America (including its territories and possessions), and securities of Fresenius SE may not be offered or sold in the United States of America absent registration under the Securities Act of 1933 (which Fresenius SE does not intend to effect) or pursuant to an exemption from registration.
This release contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. This includes the risk that the transaction will not be consummated or on other terms. Fresenius does not undertake any responsibility to update the forward-looking statements in this release.
This document is directed at and/or for distribution in the U.K. only to (i) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities falling within article 49(2)(a) to (d) of the Order (all such persons being together referred to as "relevant persons"). This document is directed only at relevant persons. Other persons should not act or rely on this document or any of its contents.
The information contained herein is not for publication or distribution in Canada, Australia or Japan and does not constitute an offer of securities for sale in Canada, Australia or Japan.
Fresenius SE & Co. KGaA
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11852
Chairman of the Supervisory Board: Dr. Gerd Krick
General Partner: Fresenius Management SE
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11673
Management Board: Dr. Ulf M. Schneider (Chairman), Rainer Baule, Dr. Francesco De Meo, Dr. Jürgen Götz, Dr. Ben Lipps, Stephan Sturm, Dr. Ernst Wastler
Chairman of the Supervisory Board: Dr. Gerd Krick
Fresenius is aiming for new record sales and earnings this year. Ulf Mark Schneider, CEO of Fresenius, confirmed the Group outlook 2012 at the company's Annual General Meeting in Frankfurt today: "We expect sales to increase at the upper end of the targeted range of 10 to 13%, and net income to grow by 12 to 15%, both on a constant-currency basis." The health care group raised its outlook in late April, after an excellent first quarter. Previously, the company had expected net income* growth of 8% to 11%.
*Net income attributable to shareholders of Fresenius SE & Co. KGaA – adjusted for a non-taxable investment gain of €30 million at Fresenius Medical Care; 2011 adjusted for the effects of mark-to-market accounting of the Mandatory Exchangeable Bonds and the Contingent Value Rights.
Looking ahead, Fresenius has the ideal strategic posture for further growth. Ulf Mark Schneider said: "We are benefiting significantly from major global health care trends: an aging population, dynamic emerging markets growth, the increasing importance of generics, and the rise of private providers in health care services. Based on the increasing demand for high-quality, affordable health care, we expect mid-term average annual organic sales growth of 6 to 9%, and we are targeting Group net income of more than €1 billion in 2014."
At the Annual General Meeting, a 99.95% majority of Fresenius SE & Co. KGaA's shareholders approved the 19th consecutive dividend increase proposed by the general partner and the Supervisory Board. Shareholders will receive €0.95 per ordinary share (2010: €0.86), an increase of 10%.
The shareholders, with a majority of over 98%, authorized the general partner to issue option and convertible bonds in a total nominal amount of up to €2.5 billion. A shareholder majority of 97% authorized the company to purchase and use own shares up to a maximum amount of 10% of the share capital.
A shareholder majority of over 99% approved the actions of both the Management and Supervisory Boards in 2011.
At the Annual General Meeting, 76% of the subscribed capital was represented.
Fresenius is a health care group with international operations, providing products and services for dialysis, hospital and outpatient medical care. In 2011, Group sales were €16.5 billion. On March 31, 2012, the Fresenius Group had 160,249 employees worldwide.
For more information visit the company's website at www.fresenius.com.
This release contains forward-looking statements that are subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g. changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Fresenius does not undertake any responsibility to update the forward-looking statements in this release.
Fresenius SE & Co. KGaA
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11852
Chairman of the Supervisory Board: Dr. Gerd Krick
General Partner: Fresenius Management SE
Registered Office: Bad Homburg, Germany
Commercial Register: Amtsgericht Bad Homburg, HRB 11673
Management Board: Dr. Ulf M. Schneider (Chairman), Rainer Baule, Dr. Francesco De Meo, Dr. Jürgen Götz, Dr. Ben Lipps, Stephan Sturm, Dr. Ernst Wastler
Chairman of the Supervisory Board: Dr. Gerd Krick